Make My Food Bag yours - Product Disclosure Statement - My Food Bag | Share Offer
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Make My Food Bag yours. Product Disclosure Statement Initial public offering of ordinary shares in My Food Bag Group Limited 11 February 2021 This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on www.disclose-register.companiesoffice.govt.nz/. My Food Bag Group Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial adviser to help you to make an investment decision.
Section 1 Key information summary What is this? We operate in the fast growing online food delivery market. Our extensive database, high brand awareness, digital This is an offer of ordinary shares in My Food Bag Group capabilities and nationwide coverage provide a strong Limited. Ordinary shares give you a stake in the ownership of platform for growth in this market, as well as an opportunity My Food Bag. You may receive a return if dividends are paid for expansion beyond food. or My Food Bag increases in value and you are able to sell your ordinary shares at a higher price than you paid for them. Waterman Fund 3 LP (Waterman) is the major shareholder of My Food Bag with an approximate 66% shareholding. If My Food Bag runs into financial difficulties and is wound The balance of the Shares are held by the co-founders of up, you will be paid only after all creditors have been paid. My Food Bag and others, including senior management of You may lose some or all of your investment. My Food Bag. About My Food Bag For more information, see Section 2 (My Food Bag and what it does). My Food Bag is New Zealand’s longest standing meal kit provider, and is a well-loved and successful New Zealand brand. Each week My Food Bag delivers thousands of bags Purpose of this offer full of fresh, tasty and locally sourced ingredients along with The purpose of this offer is to raise capital for My Food Bag easy-to-follow recipes direct to families across New Zealand to repay existing bank debt and to enable Existing so that they can create nutritious meals in their homes. Shareholders to realise part of their investment. The Offer is Since inception we have been intensely focussed on developing not underwritten. Waterman intends to retain a shareholding healthy and delicious recipes, product innovation and exceptional of not less than 15% following the Offer, with other Existing customer service. This has resonated with New Zealand customers Shareholders intending to retain at least 8.7% in aggregate. and we have delivered over 85 million meals to Kiwis since You can find more information about the use of the proceeds we began trading in 2013. We have a strong understanding of the Offer in Section 3 (Purpose of the Offer). of customers’ needs and our portfolio of product offerings is designed to appeal to a wide range of Kiwi preferences. We offer a variety of products under the My Food Bag, Bargain Box, and Fresh Start brands and most recently we have entered the ready- made meal market with the MADE brand. 2
Key terms of the offer How you can get your money out My Food Bag intends to quote these ordinary shares on the Description Ordinary shares of the Shares NZX Main Board and on the ASX. This means you may be able to sell them on the NZX Main Board or ASX if there are Offer Price $1.85 per Share interested buyers. You may get less than you invested. The price will depend on the demand for the ordinary shares. Bookbuild 19 February 2021 Foodies Offer, Priority 19 February 2021 Offer and Broker Firm Offer open Foodies Offer, Priority 26 February 2021 Offer and Broker Firm Offer close Expected 5 March 2021 (Shares will be commencement of allotted no later than the Business trading on the NZX Day prior to the commencement Main Board and ASX of trading) Number of new 29.6 million (being 12.2% of the Shares being offered total Shares on issue immediately by My Food Bag following the Offer) Number of existing 155.3 million (being 64.1% Shares offered by of the total Shares on issue SaleCo immediately following the Offer) Total number of Shares 185.0 million (being 76.3% being offered of the total Shares on issue immediately following the Offer) Liabilities, fees and If you sell your Shares, you may charges be required to pay brokerage or other sale expenses. You may also be liable for tax on the sale of your Shares. You should seek your own tax advice in relation to your Shares. These dates are indicative only and may change. My Food Bag, with the agreement of the Joint Lead Managers, reserves the right to vary or extend these dates and to withdraw the Offer at any time before the date on which Shares are first allotted. My Food Bag may also accept late Applications (either generally or in individual cases). 3
Key drivers of returns ASPECTS OF OUR BUSINESS WHICH DRIVE OUR KEY STRATEGIES AND PLANS FINANCIAL PERFORMANCE 1. MEAL KIT BAG DELIVERY VOLUME • Investment in marketing to drive consumer awareness of our brands. The number of bags delivered, which • Selective use of marketing activities targeted at acquiring and reactivating is a function of the number of Active valuable customers. Customers and the number of bags they buy in a given period, is a key • Provide a range of product offerings, each with a different proposition to target driver of revenue. a specific market segment. • Provide innovative solutions (such as My Choice Bag and new goal-based offerings) to engage new and existing customers and increase order frequency. 2. PRODUCT MIX • Targeted new product development to increase Average Order Value and The type of bag selected, and one- Contribution Margin. offs or extras added, impact Average • Actively manage our pricing strategy to increase order frequency and ensure an Order Value and Contribution Margin. appropriate return on our bags. 3. OPERATING COSTS • Focus on procurement optimisation to provide higher quality ingredients to our Our operating costs directly impact customers, enhancing customer experience, and realising cost efficiencies. profitability. • Tightening of ordering processes and heightened operational controls via our newly implemented ERP System. • Attention to costs to deliver margin improvement as the business scales. 4. PLATFORM AND DISTRIBUTION • Harness data and technology to develop new cost-effective methods for CAPABILITIES providing our services. Established platform and distribution • Use our database and insights to better understand our customers and build network to facilitate growth. stronger customer relationships. • Utilise our extensive distribution network and ability to reach ~86% of the New Zealand population to support growth and expand beyond food. You should read this table in conjunction with Section 2 (My Food Bag and what it does). Key risks affecting this investment • IT and Data Security Risk – We rely on various information systems to run our websites, mobile apps and business Investments in shares are risky. You should consider if operations and to store customer data. These systems may the degree of uncertainty about My Food Bag’s future suffer a material malfunction, disruption or security breach performance and returns is suitable for you. The price of affecting our ability to communicate with or fulfil our these ordinary shares should reflect the potential returns and commitments to customers, suppliers or key stakeholders. the particular risks of these ordinary shares. My Food Bag A data security breach involving private customer data considers that the most significant risk factors that could affect could result in damage to our reputation, regulatory the value of the ordinary shares are: consequences or litigation. • Food Safety Risk – Our products could contain foreign • Product Assembly Risk – Assembly of our products could objects, allergens not properly labelled, harmful bacteria be disrupted by an event (such as a fire, a power outage or other organisms due to receipt of compromised or a serious health and safety incident at one of our product, incorrect handling of food (including through assembly centres, a lack of availability of temporary our distribution network) or failure to follow food safety labour or disruption to delivery of ingredients to our procedures. A food safety incident could cause harm assembly centres). This could cause delivery of our to customers and result in product withdrawal, damage products to be late or we may be unable to deliver our to our reputation, loss of customers or regulatory products, resulting in refunds or credits or customers consequences. cancelling their subscriptions. This summary does not cover all of the risks of investing in ordinary shares. You should also read Section 8 (Risks to My Food Bag’s business and plans). 4
My Food Bag’s financial information The financial position and performance of My Food Bag are essential to an assessment of this offer. You should also read Section 7 (My Food Bag’s financial information). CAPITALISATION TABLE Number of Shares being offered 185.0 million Number of Shares on issue following the Offer 242.4 million Offer Price $1.85 Implied market capitalisation1 $448.5 million Net Debt (including lease liabilities) / (Cash) $26.1 million on completion of the Offer2 Implied enterprise value1 $474.6 million KEY INVESTMENT METRICS FY21F FY22F Implied enterprise value / Pro forma EBITDA 16.7x 13.9x Price / Pro forma earnings per Share 28.7x 22.4x Pro forma earnings per Share $0.06 $0.08 Price / Earnings per Share 585.9x 22.4x Earnings per Share $0.00 $0.08 Dividends declared per Share $0.07 Implied dividend yield - cash dividend declared 3.6% Implied dividend yield - gross dividend declared 5.0% The key investment metrics are prepared based on NZ GAAP, as well as certain non-NZ GAAP pro forma financial information. More information on pro forma adjustments and reconciliations to information prepared in accordance with NZ GAAP is available in the Supplementary Financial Information on the Offer Register. The first dividend that will be paid following the Offer is expected to be the FY22F interim dividend in December 2021. 1 You can find an explanation of implied market capitalisation and implied enterprise value in Section 7 (My Food Bag’s financial information). 2 Net debt on completion of the Offer is calculated as term loans and borrowings less net cash and cash equivalents, including lease liabilities of $10.0 million, immediately following the completion of the Offer, and assumes that all transaction costs are paid before or upon completion of the Offer. 5
Contents 1 KEY INFORMATION SUMMARY LETTER FROM THE CHAIR 02 07 2 MY FOOD BAG AND WHAT IT DOES 08 3 PURPOSE OF THE OFFER 53 4 KEY DATES AND OFFER PROCESS 54 5 TERMS OF THE OFFER 55 6 KEY FEATURES OF ORDINARY SHARES 61 7 MY FOOD BAG’S FINANCIAL INFORMATION 62 8 RISKS TO MY FOOD BAG’S BUSINESS AND PLANS 70 9 TAX 76 10 WHERE YOU CAN FIND MORE INFORMATION 77 11 HOW TO APPLY 78 12 CONTACT INFORMATION 79 13 GLOSSARY 80 6
Letter from the Chair Dear Investor, On behalf of the My Food Bag Board, I am delighted to invite you to become an investor in our Company. TONY CARTER, CHAIR My Food Bag is an online food delivery business and is Led by Kevin Bowler, My Food Bag has an accomplished and synonymous with meal kits in New Zealand. We are passionate management team supported by a diverse staff of New Zealand’s longest standing meal kit provider and 200 that have the expertise, skillset and vision to continue to have delivered over 85 million meals to more than 300,000 deliver value for both shareholders and customers. In addition, New Zealand households since 2013. we have an experienced board of directors with extensive Each week, we deliver thousands of bags full of fresh, tasty and experience in the grocery and e-commerce industries, and locally sourced ingredients along with easy-to-follow recipes significant listed company experience. direct to families across New Zealand so that they can create Waterman Fund 3 LP is the major shareholder of My Food nutritious meals in their homes. By investing in My Food Bag, Bag with an approximate 66% shareholding. The balance you will have the opportunity to share in our mission to ‘inspire of the shares are held by the co-founders of My Food Bag Kiwi families to be happier and healthier, one meal at a time’. and others, including senior management. In addition to the We offer the broadest range of meal kit bags in New issuance of new Shares to raise funds for My Food Bag, the Zealand under the My Food Bag, Bargain Box and Fresh Offer will enable Existing Shareholders to realise part of their Start brands, and most recently we have entered the ready- investment in My Food Bag, allowing new investors and our made meal market with the MADE brand. We focus on Eligible Foodies to participate in our future success. The new evolving our product offering through innovation and a strong funds raised by My Food Bag will be used to repay bank debt understanding of customers’ needs to appeal to a wide range and pay transaction costs, which will assist in providing My of New Zealand consumers. Food Bag with balance sheet flexibility to pursue our growth strategy and to respond to trading conditions as required. My Food Bag operates in the fast growing online food delivery Together, Existing Shareholders will retain at least 23.7% market. Global trends towards online shopping, and growing ownership of My Food Bag following the Offer, reflecting demand for food convenience and healthy living are key trends their ongoing support and belief in our vision. on which we can build our brands and product offerings. There is further opportunity for expansion within My Food My Food Bag’s Board and management are excited about Bag’s core meal kit and ready-made meal markets to align to offering you the opportunity to become a part of our future. consumer trends and play a bigger part in customers’ lives. This PDS contains important information about My Food Bag and the Offer. We encourage you to read this PDS carefully I am personally excited about My Food Bag’s growth and consider in particular Section 8 (Risks to My Food Bag’s opportunities beyond our core markets, with benefits business and plans) before making your investment decision. expected after the Prospective Period. My Food Bag’s track record of innovation and established platform consisting We look forward to My Food Bag becoming a publicly listed of our extensive database, high brand awareness, proven company and, on behalf of my fellow Directors, I welcome e-commerce capability and nationwide distribution network your interest in this Offer. positions the business well to expand into the wider food and Yours sincerely, grocery market. We are committed to further improving our sustainability practices, focusing on minimising waste and reducing our environmental impact. Our strategic positioning of assembly centres across the country supports the reduction Tony Carter of transportation mileage. Relative to traditional food Chair retailers, we source and deliver just the right amount of meal ingredients, supported by our like-minded suppliers. We also use sustainable packaging where possible, including re-usable crates, recycled cardboard and water ice packs. 7
Overview of the business My Food Bag is an online food delivery business and New Zealand’s longest standing meal kit provider. Each week My Food Bag delivers thousands of bags full of nutritious, locally sourced ingredients along with easy-to-follow recipes direct to families across New Zealand, taking the stress out of meal times and bringing families together. Since the business commenced trading in 2013, we have delivered over 85 million meals to New Zealanders. My Food Bag offers the broadest range of meal kit bags in • Nationwide Distribution: Our nationwide network allows New Zealand under the My Food Bag, Bargain Box and us to deliver to approximately 86% of the New Zealand Fresh Start brands. Since inception we have focussed on population, and we have sufficient capacity to support growth. evolving our product offering through innovation and a strong • Capability: We have an experienced senior leadership understanding of customers’ needs to appeal to a wide range group supported by a highly engaged team, deep digital of New Zealand consumers. We continue to innovate to meet expertise, and a demonstrable capability to successfully changing consumer food, demographic and societal trends, execute innovative e-commerce solutions. and most recently we entered the large and growing ready- made meal market with the MADE brand. Building on our history of innovation and exceptional We regularly review our bags to ensure we are priced customer service, we have identified a pipeline of growth competitively to supermarkets. Not only is our offer convenient opportunities based upon two strategic areas of focus to and tailored to customers’ dietary preferences, it is also cost expand further into the $37 billion New Zealand retail food effective for our customers. sector (refer to Our Growth Strategy for further information):3 My Food Bag operates a source-to-order model meaning just 1. Continued leadership in the meal kit market and expand the right amount of ingredients are delivered to My Food our food-based offerings to align to consumer trends and Bag assembly centres and subsequently the customer which play a bigger part in customers’ lives. These are current minimises waste (food, packaging and transport) across the and continuing areas of focus for the business, which we entire process from supplier to customer. refer to as Horizon One; and My Food Bag has an established platform consisting of 2. Utilise the established My Food Bag platform to disrupt the our extensive database, high brand awareness, proven New Zealand business to consumer market – for example, e-commerce capability and nationwide distribution network. by expanding into the broader online food and grocery Our platform has enabled us to scale to where we are today market. These opportunities have been identified and are and will provide the foundation for future growth: in development for future launch with benefits expected after the Prospective Period. We refer to this area of focus • Loved Brand: My Food Bag is a highly loved brand and as Horizon Two. enjoys high levels of awareness and advocacy. • Customer Database: We utilise the data and insights My Food Bag Group Limited is the company that is expected from our database of ~300,000 customers (and their to be listed on completion of the Offer with the ticker code purchasing behaviour) and over 10,000 recipes (and ‘MFB’ on NZX and ASX. My Food Bag Limited, a wholly associated reviews), to drive our day-to-day decision owned subsidiary of My Food Bag Group Limited, is the making and inform our strategic direction. operating company of the Group and is the only subsidiary of My Food Bag Group Limited. 3 This encompasses grocery sales, food and beverage services i.e. café, restaurant and takeaway spend, and specialised food retailing (e.g. butchers). Stats NZ - Sales and stocks by industry, in current and constant prices (SAFC) (Annual-Mar) in the year ended 31 March 2020. 9
How it works 1 5 2 CREATE RE CIP GS E RATI N C HOOSE 4 3 SO CO UR ER Y OK & ENJ O CE & DELIV 1. CREATE 2. CHOOSE 3. SOURCE & 4. COOK & ENJOY 5. RECIPE RATINGS DELIVER Every week our Customers can The fun begins! Customers can then chefs and in-house choose from the full We source to Using the step-by-step rate their recipes to nutritionist develop My Food Bag brand order the freshest recipes, customers provide feedback new recipes, building portfolio, which New Zealand meat, create & enjoy their direct to our chefs on our database of includes a range of fish and produce, meals resulting in minimal Ratings drive the over 10,000 recipes 12 bags with options food waste at our direction of future Recipes are designed for different numbers assembly centres innovation and to use only basic of people and nights ensure recipes which kitchen utensils and per week, as well as Bags are delivered customers love are a few pantry staples; dietary preferences direct to customers available again a list of which is or requirements on a Saturday, emailed to customers Customers can Sunday or Monday choose to have their depending on bag delivered weekly their location and or fortnightly on a preference flexible subscription 10
Our history My Food Bag commenced trading in 2013 and is recognised as a loved and successful brand in New Zealand. Built on strong values with a clear purpose to inspire Kiwi families to be happier and healthier, one meal at a time, My Food Bag was created to answer the question, “what are we having for dinner tonight?” From day one we have focused on innovation, sustainability, provenance (with approximately 98% of all meat and produce sourced locally), and exceptional customer service. We are an entrepreneurial growth story, supported by exceptional human and technological capability. In just over eight years, we have grown to become one of the most well known online food retailers in New Zealand.4 Timeline of key My Food Bag milestones: 1,000,000 MARCH 2013 SEPTEMBER 2013 OCTOBER 2013 APRIL 2014 NOVEMBER 2014 MY FOOD BAG MY FOOD BAG MY CHRISTMAS BAG MILLIONTH MEAL MY FOOD BAG COMMENCED LAUNCHED IN LAUNCHED DELIVERED LAUNCHED IN TRADING WELLINGTON CHRISTCHURCH OCTOBER 2017 MAY 2017 APRIL 2017 JULY 2016 SEPTEMBER 2015 NEW ASSEMBLY NEW PURPOSE- FRESH START BARGAIN BOX MY VEGGIE BAG CENTRE IN BUILT OFFICE AND LAUNCHED LAUNCHED LAUNCHED AUCKLAND DEVELOPMENT KITCHEN 80,000,000 MAY 2019 OCTOBER 2019 JUNE 2020 JUNE 2020 OCTOBER 2020 MADE MY PLANT BASED NEW ERP SYSTEM MY CHOICE BAG 80 MILLIONTH LAUNCHED BAG LAUNCHED FULLY IMPLEMENTED LAUNCHED MEAL DELIVERED 4 Prompted Awareness, Colmar Brunton August 2020. 11
Our strengths 1. Highly loved brand with high levels of customer advocacy • The My Food Bag brand has a high level of awareness in the meal kit market at 88%.5 • My Food Bag is identified by its customers as a sustainable, innovative and high-quality Kiwi brand.5 • My Food Bag has industry leading user feedback and Net Promoter Scores (NPS) across all brands. 85% of customers said they either like or love the brand in a recent customer survey.5 • Our My Food Bag, Fresh Start and Bargain Box brands 85% have consistently achieved a 4.7 out of 5 rating on external review platform Reviews.IO. of customers love or 5 like the My Food Bag brand 2. Nationwide customer base, assembly centre and distribution capabilities with capacity for growth • We have a geographically diverse customer base with customers located throughout the country, as far north as Kaitaia and as far south as Bluff. This is supported by a nationwide delivery network which allows us to service ~86% of the New Zealand population by partnering with New Zealand Post. • We are the only large scale New Zealand meal kit delivery business with chilled assembly centres in both the North and South Island, providing logistical efficiencies 86% and greater delivery certainty. At all centres, physical ~ capacity exceeds the current and forecast output. • Our supply chain is robust and resistant to adverse events of the New Zealand with 98% of all meat and produce being sourced locally population able to be serviced in New Zealand.6 5 Colmar Brunton, August 2020. 6 The remaining 2% includes produce that can’t be sourced in New Zealand e.g. tropical fruits or ginger. 12
3. Loyal growing customer database supports high recurring revenue • Our significant database consisting of ~300,000 customers provides us with rich data insights to personalise our marketing, product range and recipe mix in order to keep customers engaged. This promotes customer loyalty and purchase frequency, driving high recurring revenue. Further, these insights enable us to successfully reactivate customers.7 ROLLING DELIVERY VOLUMES BY FINANCIAL YEARS (000’S) • We have achieved consistent growth in Active Customers 1,800 (40% between Q1 FY18 and Q3 FY21), and our average 1,600 orders per quarter (approximately 5.5 times per customer) 1,400 and Average Order Value (average net sales revenue per 1,200 delivery of ~$125) translates into a high (~$690) average revenue per customer per quarter in FY21 YTD. 1,000 800 • We have achieved an uplift of 28.4% in delivery volumes in FY21 YTD (compared to FY20 YTD) due to successful 600 customer led innovation, exceptional customer service and 400 the onset of COVID-19. This uplift in delivery volumes has 200 been driven by My Food Bag’s existing, loyal customers - (nearly 90% of FY21 YTD revenue has been contributed by 18 19 19 19 19 20 20 20 20 21 21 21 21 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q customers who have purchased over 6 orders, and this is consistent with the previous comparable period). Note: Rolling delivery volume figures represent the last twelve months of deliveries up to and including the end of each quarter shown • The improvement in customer purchasing behaviour and increase in customers we have achieved this year to date has strengthened our Active Customer base, and as such, we believe the revenue uplift achieved in FY21 YTD reflects an increase in sustainable, recurring revenue. 4. Established and scalable business PRO FORMA EBITDA (NZD MILLIONS) AND MARGIN model supports significant earnings 8.3% 9.1% 10.6% 15.0% 18.4% growth and cash flow generation 40.0 34.2 • Our established platform facilitates scalable and profitable 28.5 30.0 growth while our brand equity and product offering minimises the need for significant discounting to attract 20.0 16.3 13.9 new customers. 12.4 10.0 • Our strengthened procurement function has identified significant operational efficiencies and product quality - FY18 FY19 FY20 FY21 FY22 improvements, driving Contribution Margin expansion. Pro Forma Pro Forma Pro Forma Forecast Forecast • Historically we have delivered compound Pro Forma EBITDA growth of 14.9% per annum (from FY18 to FY20) and are forecast to deliver Pro Forma EBITDA growth of FY22 forecast gross 74.5% in FY21 and a further 20.2% in FY22. dividend yield of 5.0% • Our asset-light model supports significant cash flow generation, enabling dividend payments in the Prospective Period (FY22 forecast gross dividend yield of 5.0%) and future dividend growth potential in line with earnings growth. 7 Refer to the Glossary for the definition of a Reactivated Customer. 13
5. Demonstrated resilience to competitive pressure • We have continued to grow revenue and earnings, evident in the growth in Active Customers since the arrival of competition. This is despite the arrival of HelloFresh in FY19, which resulted in growth slowing for a short period. Over 10k We continue to offer a portfolio of brands which is market leading on quality and innovation at a range of price points to suit Kiwi customers. recipes • Our chefs and in-house nutritionist have developed a database of over 10,000 recipes that has been optimised developed with over time using customer feedback data with a focus on locally sourced using locally sourced ingredients to suit Kiwi tastes. ingredients to • Our Customer Love team are all based in New Zealand to suit Kiwi tastes best serve our Kiwi customers. 6. Significant market tailwinds are highly supportive Y LOCAL • Continuing trends towards online shopping, both in BU New Zealand and elsewhere in the world, accelerated by COVID-19 are positive for demand for My Food Bag. The first ten months of 2020 have seen online shopping spend in New Zealand grow by over 25% (compared SU LS to 2019).8 P PO C A • Supporting this trend is an increased desire from customers to favour trusted brand names selling RT LO locally sourced goods, especially those with greater supply chain transparency. New Zealand Government promoting • Growing demand for food convenience and healthy living combined with increasing levels of ‘goal-based’, ‘buy local to support locals’9 personalised eating solutions are key trends on which we can leverage our brands. 7. Sustainability is a key focus for us • We use environmentally friendly packaging wherever possible and order and pre-portion the exact amount of food required, which almost eliminates supply chain food waste and reduces excess packaging. By comparison, supermarkets send approximately 23% of their waste to landfill, which equates to 3kg per person every year.10 • Approximately 80% of our ingredients by value are delivered to our assembly centres in re-usable crates, boxes are made from 47% recycled cardboard, wool insulation liners are 100% compostable and biodegradable and we predominantly use 100% water ice packs. • We are committed to continuing to remove waste and only Supply chain designed to work with suppliers who align themselves with our ethical minimise food waste and environmental standards. 8 https://thefulldownload.co.nz/ecommerce-spotlight-december. 9 https://covid19.govt.nz/everyday-life/support-your-community/buy-local-to-support-locals/ 10 University of Otago Food Science Department, 2020, study based on a sample of 16 supermarkets nationwide. 14
8. Established platform to execute on pipeline of growth opportunities • We have a proven record of successful growth since our inception in 2013, consistently bringing innovative product ranges and recipes to market to cater to changing consumer food, demographic and societal trends. • Our loved brands, large database of highly engaged customers, significant reach to New Zealand households and proven capability to successfully execute innovative e-commerce solutions provides us a strong platform to take advantage of industry trends to further our growth. • We have a meaningful near term opportunity for continued leadership in the meal kit market and expanding our food-based offerings to align to consumer trends and play a bigger part in customers’ lives. • We have a significant opportunity to utilise the My Food Bag platform to disrupt the New Zealand business to consumer market – for example, by expanding into the broader online food and grocery market. MY FOOD BAG PLATFORM TABASE DA D 30ST0 KS BRAN ~CU ROME ND S BRAARENES S 88% UOIU AW TOM ERS R TIN G CONACK PROV O N CUS ER LIKE RAND ID 85% EITH E THE B B TO CES EN LOV FEEDIGHT IN PREFER S IN TOM ER CUS VENRD OF 8H6E N% ZEA LAN D PRO CK R ECO AND ~ EW OF T ULATIO N TRA RATION N OPE OVATIO INN OP P LE LABCE PLATFOR M NGIER CA STRO S MMER LITY PPL PS L SU E-CO I I IDE B A H LOC TIONS RELA NW CAPA NATIORAGE COVE You can find information on the Risks to My Food Bag’s business and plans in Section 8 (Risks to My Food Bag’s business and plans). 15
Our brands My Food Bag offers the broadest range of meal kit bags in New Zealand, under three major brands, My Food Bag, Bargain Box and Fresh Start. Under our MADE brand, we offer a range of ready-made meals. Each of our brands has a different proposition to target a specific market segment. Synonymous with meal kits in New Zealand, the My My Food Bag’s most accessible offering, providing Food Bag brand targets the broadest range of customers “Family Faves, Bargain Prices”. Designed to bring and promises to help you get meals “Deliciously Sorted” quick, easy, affordable, tasty and healthy meals to with a wide selection of product offerings. Kiwi households. Goal-based offerings designed to help customers An important format differentiator to our meal kits. achieve goals whether it be weight loss or fitness Designed to offer an easier alternative to cooking, focused goals. MADE offers a range of fresh, ready-made meals that only require heating. 3% Within the My Food Bag, Bargain Box and Fresh MADE 54% Start brands we offer a variety of goal-based offerings 28 which assist customers to achieve a goal through their % MY FOOD BAG diet. For example, the goal might be weight loss or reducing meat intake. BARGAIN BOX To further cater to customer needs, when ordering My Food Bag, Bargain Box and Fresh Start, customers can add extra offerings to their bags, such as MADE, TOTAL My Fruit Box and Lunch. We also create innovative DELIVERIES seasonal and one-off bags within these brands to drive FY21F customer demand and brand relevance, such as My Christmas Bag and My Winter Wellness Bag. 16% FRESH START 16
My Food Bag is the longest standing meal kit brand in New Zealand, with a value proposition that targets everyday New Zealanders. The My Food Bag brand range has an offer to suit all household types and food preferences, containing a diverse range of recipes to answer the question “What are we having for My Choice Bag My Family Bag My Gourmet Bag dinner tonight?” Pick from a selection of Kid friendly meals for the Restaurant quality meals 10 recipes! whole family. made easy. Designed in response to consumer’s request for choice, our latest innovation, People Nights People Nights People Nights My Choice Bag, provides customers with the flexibility 2 4 3 4 5 4 5 2 4 to choose between 3, 4 or 5 nights for 2 or 4 people, and $10.00 - $17.50 per plate $8.75 per plate $19.12 per plate pick their recipes from 10 $104.99 - $199.99 per week $174.99 per week $152.99 per week different options each week. My Plant Based Bag My Veggie Bag My Classic Bag My Gluten Free Bag Plant based recipes using Seasonally inspired Classic meals (with a Delicious, gluten-free meals vegan ingredients. vegetarian recipes. Nadia twist). for families. People Nights People Nights People Nights People Nights 2 4 4 2 4 3 4 1 2 4 3 5 4 5 $11.00 - $16.00 per plate $11.58 - $16.00 per plate $10.00 - $20.60 per plate $9.60 per plate $127.99 - $175.99 per week $127.99 - $138.99 per week $102.99 - $199.99 per week $191.99 per week 17
New Zealand’s most affordable meal kit available nationwide, providing “Family Faves, Bargain Prices”. Bargain Box was launched as a separate brand to My Food Bag in June 2016 and is our lowest priced offering. Bringing convenient, affordable, flavoursome and healthy meals to New Zealand’s households, Bargain Box recipes are designed to be consistently priced below supermarkets (for the equivalent quality ingredients) on a delivered, per portion basis, providing the best value for money option of its kind. Bargain Box Bargain Box Veggie Bargain Boxes offer variety for customers, typically including A cost-effective option Family friendly vegetarian recipes. for families. at least one beef meal, one chicken meal and a pork meal each week. Promoting nutrition, Bargain Box uses premium free-range meat and plenty of fresh vegetables. All meals People Nights People Nights strive to live up to the “Family Faves” promise using the 2 4 6 3 5 2 4 3 highest quality ingredients in crowd pleasing recipes. Recipe ratings help us ensure meals are designed to suit the whole $6.10 - $14.66 per plate $8.50 - $14.17 per plate family, including children. $87.99 - $182.99 per week $84.99 - $101.99 per week Fresh Start was launched in April 2017 and is a great example of our approach to helping people achieve their goals through diet. Fresh Start currently offers meal kits designed to help customers achieve their weight loss goals with the tagline “Lose weight the delicious way”. Fresh Start recipes are designed by chefs and our in-house nutritionist to be refined sugar free, made with mostly unrefined and minimally processed carbohydrates, naturally lower in both gluten and dairy, and to provide protein from both lean meat and plant-based sources. Fresh Start Lite Fresh Start customers have the option to join the free Fresh 450 calories or less & reduced carbs Start Programme. The Fresh Start Programme has driven customer loyalty and brand love. Once enrolled in the programme, customers are sent weekly emails providing People Nights motivation and education from our nutrition team as well as 1 2 4 5 milestone rewards on a four and eight-week basis. They also receive an invitation to join our closed Facebook group for $10.80 - $23.40 per plate additional community support from both My Food Bag and their peers on the programme. Since the launch of the Fresh $116.99 - $215.99 per week Start Programme more than 16,000 customers have participated, enjoying the high level of support and accountability the programme offers. 18
Buying MADE as a single subscription MADE was established in July 2019 and offers customers an easier alternative to cooking – delivering a range of ready-made meals that just require heating. MADE complements our existing meal kit offering and targets a demographic outside of our core meal kit market. The offering also provides another way to drive customer reactivation. The ready-made meal market is a growing market globally, and ready-made meals cater to older singles and couples looking for a break from cooking as well as customers aged between 20 and 30 years old (typically time poor professionals with a higher discretionary spend). MADE MADE meals are offered as a weekly subscription, can be Option to select: $12.99 - $15.99 per plate added as an extra by My Food Bag, Bargain Box and $63.96 - $155.88 per week 4 6 9 12 Fresh Start customers, and are also a popular option within My Choice Bags. nutritious heat and eat meals + $10 delivery The meals are available in 1, 2 and 4 person portions, and are ready-made in small batches by our three supply partners HOW MADE WORKS using premium fresh and free range ingredients. These meals are delivered to our assembly centres fresh, packed into bags and are delivered to customers chilled, not frozen. Choose We deliver Heat & eat Repeat your meals Hand-made Nothing frozen, Change meals, 12 different and delivered just pop in skip a week or delicious & fresh & fast microwave cancel anytime nutritious meals or oven to choose from Seasonal and one-off bags My Food Bag continues to innovate and offer seasonal or one-off bags to drive customer demand and brand relevance, including: • My Christmas Bag: My Food Bag’s range of Christmas bags has been a popular offering, and is designed to feed the whole extended family at Christmas. Each year it is launched in October, and caters to approximately 100,000 people for Christmas dinner. • My Winter Wellness Bag: Seasonally inspired winter meals offered from around April each year, typically for a 5 month period. This bag combines slow cooker meals with roasts and winter comfort foods, and in 2020 had the added aspect of “wellness”. • My Back-up Bag: Long life, shelf stable ingredients offered to customers in response to New Zealand’s COVID-19 lockdown. The bag was offered as a one-off purchase, no subscription required. • Other one off and seasonal bags have included My BBQ Bag, My Valentine’s Date Night Dinner Bag and My Baking Box. 19
Our recipes Nude Food Our recipe development is guided by Nadia Lim’s Nude Food philosophy, “Eat real food that comes from the ground, sea and sky, and less from factories”. It guides our choice of ingredients and suppliers as well as the recipe design for all of our products. Nadia is a co-founder and shareholder in My Food Bag, and she has played an important role in the Company since its inception. Development Kitchen The Development Kitchen is central to My Food Bag, typically developing more than 20 unique recipes each week. The talented and passionate team of 18 is made up of chefs, food stylists, photographers, a New Zealand registered nutritionist and a recipe editing team. The team offers a diverse skill set with experience ranging from professional chefs in leading restaurants, to private chefs on super yachts, to cookbook authors, bakers and caterers. Menu planning and recipe development is completed six weeks in advance of delivery. Having developed a bank of more than 10,000 tried, tested and rated recipes, we have a strong data- driven focus on creating delicious inspiring recipes each week that keep customers engaged in our product. In line with the Nude Food philosophy we prioritise in-season local ingredients, free range poultry, using 98% New Zealand produce. The Development Kitchen’s in-house New Zealand registered nutritionist ensures all menus are nutritionally balanced and all AVERAGE RECIPE RATING FY18 - 3Q FY21 (RATINGS OUT OF 5) ingredients meet our standards for additives and preservatives. 4.10 A key driver of our success is the recipe ratings provided by our customers. Each week we receive ~8,500 recipe ratings. 4.05 Customers rate their recipes out of 5 and give comments, 4.00 providing feedback for the Development Kitchen team. An average score is maintained for each recipe, providing a steady 3.95 flow of feedback as to what customers like and dislike. This 3.90 directs future recipe development and contributes to a culture of continuous improvement and much loved recipes for customers. 3.85 The Development Kitchen process is also guided by data 3.80 analytics of each recipe, to generate ongoing value 18 18 18 18 19 19 19 19 20 20 20 20 21 21 21 optimisation while driving purchase frequency. 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q The Photography Kitchen is a state-of-the-art studio with the capability to capture still and video imagery. Our team create all imagery for recipe cards, website, social media platforms and promotional content, shooting 40+ recipe images per week. 20
Our customers CUSTOMER GEOGRAPHICAL SPLIT1 Upper North Island (ex Auckland) Auckland 13% 30% Lower North Island (ex Wellington) We have a geographically diverse 8% customer base with customers located Wellington throughout the country, as far north as 16% Kaitaia and as far south as Bluff. This Canterbury is supported by a nationwide delivery network which allows us to service ~86% 17% of the New Zealand population by South Island partnering with New Zealand Post. (ex Canterbury) 16% 1 1HFY21 split by total delivery Growing Active Customer base Customer Retention Analysis The number of Active Customers has steadily increased during There has been an uplift in My Food Bag’s Active Customers in recent years due to our track record of successful customer led FY21 YTD due to new product development and a pull forward in innovation, exceptional customer service and, in FY21 YTD, the demand resulting from COVID-19. onset of COVID-19. Despite growth in Active Customers slowing • The retention rate and average order frequency of Acquired for a short period following the arrival of HelloFresh in FY19, Customers in FY21 YTD has been in line with My Food Bag’s our Active Customer base has continued to grow. We expect to FY20 YTD (the prior comparable period) Acquired Customers. continue to grow our Active Customer base, drive order frequency and increase customer engagement through expansion of our • The retention rate of Reactivated Customers has strengthened existing offerings (including our recent goal-based offerings and in FY21 YTD, with Reactivated Customers taking on average My Choice Bag) as well as introducing new brands, products, 0.5 more deliveries in their first 13 weeks of reactivation attractive new one-off bags, seasonal offerings and including free (compared to the FY20 YTD prior comparable period). bonus products in bags to surprise and delight customers. • The order frequency of Retained Customers (who account for ~60% of total Active Customers) is a key driver of My Food TOTAL ACTIVE CUSTOMERS SPLIT (000’s) Bag’s delivery volumes and revenue. Order frequency of 80 Retained Customers has increased and been sustained at a higher level in FY21 YTD. 60 Although there has been a significant uplift in Active Customers in FY21 YTD, Retained Customers have remained stable at ~60% 40 of total Active Customers. Overall the combination of the uplift in Active Customers and improvement in average order frequency 20 during this period (including following New Zealand returning - to lower Alert Levels) provides My Food Bag the confidence that the uplift in delivery volumes and revenue is sustainable over the 18 18 18 18 19 19 19 19 20 20 20 20 21 21 21 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q forecast period. Acquired and Reactivated Customers Retained Customers Average Retained Customers (per FY) Average Active Customers (per FY) 21
Our marketing strategy Marketing activities Our marketing initiatives primarily consist of the following three types of activities, all supported by our data insights: E & REACTI LD LOYALTY QU IR VA BU I C TE A ENGAGING WITH OUR A variety of promotional CUSTOMERS Free bonus products are activities are employed regularly placed into to encourage trial and bags to surprise and reactivation. delight customers, which also provides us with Segmentation of the the opportunity to customer database is build relationships used to ensure with like-minded reactivation offers are Kiwi companies. appropriately targeted. We run various Automated U loyalty programmes VE I LD B communications are in O SL through the year. B RA NDS K I W I place to ensure lapsed customers receive timely encouragement to Promote and encourage families to cook, bake, eat together and share quality time re-purchase. because we believe ‘dinner makes families’ and supports our overarching purpose. Ongoing commitment to supporting and showcasing New Zealand suppliers. Partnering with local New Zealand charities and organisations to create better, healthier communities including Garden to Table, City Missions and Kaibosh Food Rescue. A meal kit developed for the Ministry of Social Development was piloted in 2019. Customer acquisition cost return on CUSTOMER ACQUISITION RETURN ON INVESTMENT ~6.2x investment ~5.1x ~4.2x My Food Bag’s profitability is supported by strong customer ~3.3x acquisition economics, with a customer acquisition cost (CAC) ~2.2x ~1.1x payback period of ~3 months. Lifetime customer value (LTV) displays consistent growth, reaching ~6.2x the CAC after 5 years, delivering a strong payback on customer acquisition.11 Acquisition 3M 12M 24M 36M 48M 60M Customer acquisition cost Lifetime customer value 11 LTV calculated using FY21 forecast Contribution Margin. CAC represents all acquisition costs and includes total annual marketing spend (discounting, marketing cost of goods sold and general advertising) per customer acquired. 22
BRAND AMBASSADOR NADIA LIM Nadia Lim is a co-founder and shareholder in My Food Bag, and is well known in New Zealand for winning MasterChef New Zealand in 2011. Nadia has a Bachelors degree in Applied Science, majoring in Human Nutrition and a post-graduate Diploma in Dietetics from The University of Otago, and was a registered dietitian for 12 years. Nadia’s Nude Food philosophy continues to guide My Food Bag’s recipe development. Over the last few years, Nadia’s main activities for My Food Bag have included video and photo shoots, events, publicity interviews and promoting My Food Bag activities on her social media platforms. Nadia has a Brand Ambassador Agreement with My Food Bag which expires in November 2023. This agreement provides for the usage of Nadia’s ‘Nude Food Philosophy’ into perpetuity by the Company. 23
Marketing channels We utilise multiple channels to communicate the My Food Bag story, and promote our strong and growing brands: 1. DATABASE MARKETING We have maintained a comprehensive database of customers and their activities since inception of the business. Having developed a sophisticated customer segmentation model, which divides customers into segments based on past purchasing behaviour, we have the ability to tailor messaging and create a more personalised and commercially optimised user experience which improves customer engagement and purchasing frequency. My Choice TVNZ Ad Our primary form of communication to our customers is via email with very high open rates reflecting high levels of engagement. 2. SOCIAL MEDIA Social media (Facebook and Instagram) is a key pillar in the advertising strategy used to achieve direct and cost-effective customer communication. We have social media accounts for all brands (My Food Bag, Bargain Box, Fresh Start and MADE) as well as closed groups for our goal-based groups (i.e. Facebook groups for our vegetarian and Fresh Start customers) which customers are invited to join. In total we have over 350,000 followers across our various brand accounts and this large and growing social presence drives website visits and promotes on-going brand engagement, which we believe provides a Bargain Box TVNZ Ad valuable source of new customers. 3. SPONSORSHIPS & INFLUENCERS We have a network of social influencers, brand ambassadors and media personalities who are used to promote our brand portfolio. These ambassadors include a diverse mix of high-profile sports people, popular television and radio personalities and some of New Zealand’s largest social media influencers. Partnership arrangements depend on the influencer and specific campaign and include activities ranging from social posts to featuring in advertising campaigns and recipe collaborations. 4. PAID MEDIA My Food Bag uses paid media strategically to boost brand awareness and communicate key messaging. An optimised blend of digital, radio, outdoor and television is used depending on the specific brand and campaign objectives. 24
Customer Love Team 2. CAPABILITY • Customer Love helps customers with a range of questions A key strength of the business is our New Zealand based award- from customer account to delivery queries. winning Customer Love team with a proven track record of delighting our customers, a growing strength in outbound selling • The mix of permanent, part time and casual staff allows and providing us with rich customer insights. The value of the the team size to flex to meet demand as required. Customer Love team is illustrated through the following areas: • Capability for both inbound queries and outbound sales supported by plans to extend further through automation. 1. QUALITY • Multi-channel communications – email is the primary form • Customer Satisfaction, measured by surveys and ratings of inbound contact, followed by phone, chat and social on a weekly basis, often scores over 80%, which is ahead (social and email have grown as channels year-on-year). of the US benchmark of 74.4%.12 • 2017 Westpac Business Excellence Awards – Excellence WEEKLY CUSTOMER SATISFACTION SCORE in Customer Service. 86% 84% 84% • 2019 Readers Digest Award for Best Customer Service in 83% 82% 83% Meal Kits (My Food Bag Gold, Bargain Box Silver). • The team is based in our Auckland head office, enabling them to easily collaborate responses with different business functions. 11 Dec 18 Dec 25 Dec 1 Jan 8 Jan 15 Jan 20 20 20 21 21 21 Excellence in Customer Service Westpac Auckland Business Awards 12 U.S. Overall Customer Satisfaction Average Score, American Customer Satisfaction Index, Q3 2020. 25
Our operating cycle and distribution channels Weekly Operations Cycle We operate a weekly business cycle, with orders for the following week’s delivery ‘locked’ on a Sunday night, ingredients arriving to our assembly centres on Tuesday through Friday, and items ‘picked and packed’ on Thursday and Friday prior to being delivered to customers. Monday Tuesday & Wednesday • The billing run is • Ingredients begin to arrive at our assembly centres in made and customer Auckland & Christchurch, with the majority arriving money received on-site on Wednesday and Thursday. Other ingredients • My Food Bag’s are delivered as late as Friday to ensure freshness procurement • Ingredients sourced from more than 200 suppliers team review and place orders with suppliers 1 2 3 Sunday Evening • Subscribers have until 11:59pm to adjust their orders for the following week’s delivery. 4 Thursday • Orders can be changed • Picking and through both the website packing or mobile app commences mid-morning • 30,000+ boxes picked and packed per week 7 6 5 Sunday Saturday Friday • My Food Bag & Fresh • Picking and packing • Staging commences to Start branded boxes are concludes get boxes ready for pick delivered to customers • Boxes are transported up from the Auckland via New Zealand Post’s to distribution depots and Christchurch exclusive Sunday network around the country assembly centres (with some deliveries on Monday via NZ Post’s • Delivery made to overnight network) customers electing Saturday delivery • Customers are sent a text to inform them • Bargain Box & MADE of delivery details deliveries begin (via the NZ Post overnight network) 26
Supply Chain Overview We operate a largely outsourced and asset light supply chain model, while always maintaining close oversight across supply and delivery. FOOD ASSEMBLY NETWORK OF OVERNIGHT SUPPLIERS CENTRES DISTRIBUTION & EXCLUSIVE DEPOTS DELIVERY NETWORK FOOD SUPPLIERS We are dedicated to sourcing the freshest local produce, meat and fish, by working closely with some of New Zealand’s best food suppliers. My Food Bag exclusively provides free range and sustainably farmed products across its entire portfolio of brands. FLEXIBLE SUPPLIER RELATIONSHIPS We operate a ‘source-to-order’ model: purchase orders are placed with suppliers on a weekly basis at the exact levels required to match customer orders (allowing for a small buffer of stock) to minimise waste and thus drive efficiency. Through our ERP System, our purchase orders are automatically generated based on the associated customer orders for the week and sent out to suppliers on a Monday. Items begin arriving at our chilled assembly centres on Tuesday afternoon, and continue arriving as needed through to Friday. We have formed close relationships with our suppliers, sharing demand and supply forecasts several weeks in advance. If any supply issues are encountered, we have the flexibility to adapt and respond with a range of different recipe choices. Whilst current suppliers sign up to our Approved Supplier Programme, smaller suppliers are generally not contracted, providing us with greater flexibility. 27
ASSEMBLY CENTRES We operate from three chilled assembly Brigade Road, Highbrook, centres, two located in Auckland to Auckland Auckland service the North Island and one in Christchurch to service the South Island, Lease term: Oct 2026 Lease term: Jan 2023 strategically positioned to provide Chilled area: 3,357m2 Chilled area: 1,121m2 logistical efficiencies, giving us the Bag capacity: 24,300 per week Bag capacity: 10,000 per week opportunity to reduce food miles and gain greater delivery certainty during Pallet spaces: 718 Pallet spaces: 290 weather events. At all of our centres, Distribution area: North Island Distribution area: North Island physical capacity exceeds the current Depots utilised: 21 Depots utilised: n/a and forecast output by a material amount. Highbrook stock is delivered One of our key differentiators is that our only to New Zealand Post’s South Island assembly centre reduces the Auckland Courier Post Depot carbon mileage for bag delivery relative to only having one centre in Auckland. Bags are distributed by long haul freight partners from the Auckland and Christchurch centres to approximately Matipo Street, 30 depots across the country, before Christchurch finally being delivered to customers weekly during select delivery windows Lease term: Until Jan 2022 between Saturday and Monday. Chilled area: 2,459m2 At all assembly centres, picking and Bag capacity: 15,700 per week packing labour is outsourced, providing Pallet spaces: 400 us with the ability to scale up and down Distribution area: South Island to meet demand. Each week over 500 shifts are undertaken by temporary Depots utilised: 9 picking staff. The arrangements with the We are currently securing temporary staffing agencies are flexible a new fit for purpose in nature and allow us to optimise our facility in Christchurch. labour plan each week based on the volume and range of bags sold. 28
PICKING AND PACKING We maintain full oversight of operations to ensure adherence to quality control and food safety standards are met. Our picking operations are largely manual, with workers typically responsible for packing specific items into each bag. This ensures a high pick accuracy and acts as a quality control mechanism. My Choice Bags are picked on a separate line from the standard bags due to the different picking process that is utilised. The picking and packing function is constantly evolving using data and is subject to frequent review with a stringent focus on efficiency, accuracy, cost reduction and product quality. Worker engagement remains strong with high pick rates and accuracy. OVERNIGHT AND EXCLUSIVE DELIVERY NETWORK We have a strong relationship with distribution partner New Zealand Post, recently renewing their contract for a further five years until May 2025. We utilise New Zealand Post’s depots and distribution network to transport our bags. Along with providing ongoing logistics support, New Zealand Post operates a currently exclusive, Sunday delivery service for our bags. We also deliver bags to customers on a Saturday and Monday through New Zealand Post’s standard overnight delivery network. Utilising this overnight network further expands our delivery footprint and allows My Food Bag to reach ~86% of the New Zealand population. New Zealand Post have also typically set up bespoke delivery capabilities to service My Food Bag customers for My Christmas Bags, as well as long weekends, to ensure on-going deliveries and support our one-off products. “New Zealand Post has enjoyed being a long-standing distribution partner of My Food Bag, working collaboratively with them to grow their business. I am particularly proud of the way our teams work seamlessly together to deliver the exceptional delivery service My Food Bag customers have come to expect.” David Walsh (New Zealand Post CEO) 29
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